SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Dempsey Kyle

(Last)

(First)

(Middle)

C/O OPTINOSE, INC.

777 TOWNSHIP LINE ROAD, SUITE 300

(Street)

YARDLEY

19067

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
OptiNose, Inc. [ OPTN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$15.6	05/21/2025		D⁽¹⁾⁽²⁾⁽³⁾			5,000	⁽³⁾	06/06/2034	Common Stock	5,000	⁽³⁾	0	D
Stock Option (Right to Buy)	$17.7	05/21/2025		D⁽¹⁾⁽²⁾⁽³⁾			3,566	⁽³⁾	06/08/2033	Common Stock	3,566	⁽³⁾	0	D
Stock Option (Right to Buy)	$29.25	05/21/2025		D⁽¹⁾⁽²⁾⁽³⁾			2,133	⁽³⁾	06/08/2032	Common Stock	2,133	⁽³⁾	0	D
Stock Option (Right to Buy)	$24.45	05/21/2025		D⁽¹⁾⁽²⁾⁽³⁾			1,925	⁽³⁾	12/10/2031	Common Stock	1,925	⁽³⁾	0	D

Explanation of Responses:

1. On March 19, 2025, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Paratek Pharmaceuticals, Inc., a Delaware corporation ("Parent"), and Orca Merger Sub, Inc. a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"). Pursuant to the terms of the Merger Agreement, on May 21, 2025, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent upon consummation of the merger (the "Effective Time').

2. At the Effective Time, each outstanding share of Common Stock was automatically converted into the right to receive (i) $9.00 in cash, without interest (the "Cash Consideration") and (ii) one contractual contingent value right ("CVR") per share representing the right to receive two contingent payments of up to $5.00 in cash upon achievement of specified milestones, as specified further in the CVR Agreement, by and among Parent and Equiniti Trust Company, LLC, as rights agent.

3. Pursuant to the Merger Agreement, at the Effective Time, each outstanding and unexercised stock option, whether vested or unvested, was converted into the right to receive (i) an amount in cash, without interest, equal to the excess, if any of (A) the Cash Consideration over (B) the exercise price per share of such stock option; provided that, (1) each stock option with an exercise price per share that is greater than $14.00 (the sum of the Cash Consideration and the maximum amount payable under the CVR) was cancelled for no consideration and (2) each stock option with an exercise price per share that is greater than the amount of the Cash Consideration but less than $14.00 was canceled and converted into the right to receive one CVR with the amount payable pursuant to such CVR, if any, reduced by the amount by which the exercise price per share of such stock option exceeds the Cash Consideration).

	/s/ Anthony J. Krick, Attorney-in-Fact	05/21/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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SEC Form 4 filed by Director Dempsey Kyle